Employment Agreement

     This  Employment  Agreement (the  "Agreement") is entered into by and among
David K.  Cantley,  an  individual  residing  in the State of Florida  and whose
social security number is ###-##-#### ("Mr. Cantley"); AmeriNet Group.com, Inc.,
a Delaware publicly held corporation with a class of securities registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended ("AmeriNet" and
the "Exchange Act," respectively,  AmeriNet and all of its subsidiaries, whether
current or  subsequently  formed or  acquired,  being  collectively  hereinafter
referred to as the  "Consolidated  Corporation,"  and AmeriNet  and Mr.  Cantley
being sometimes hereinafter collectively to as the "Parties" or generically as a
"Party".

                                    Preamble:

     Whereas,  Michael  Jordan,  AmeriNet's  president  has advised its board of
directors that in light of its increased financial  activities,  AmeriNet should
consider  retaining a chief financial officer to actively oversee and coordinate
the financial  activities of its operating  subsidiaries,  and to more carefully
investigate  the  financial  operations  of its proposed  acquisitions,  and has
suggested  that  AmeriNet  recruit a chief  financial  officer with  substantial
experience in financial areas with which AmeriNet is increasingly involved; and

     Whereas,  AmeriNet  has  directed  the Yankee  Companies,  Inc.,  a Florida
corporation  which serves as  AmeriNet's  strategic  consultant  ("Yankees")  to
recommend and individual  meeting the parameters  established by Mr. Jordan,  to
serve as its vice president and chief financial officer; and

     Whereas,   Yankees  has  conducted  an  executive  recruitment  search  and
recommended  Mr. Cantley to AmeriNet's  board of directors based on his 40 years
of management experience with emphasis on financial controls and reporting; and

     Whereas, after interviewing Mr. Cantley,  AmeriNet's board of directors has
determined  that he has impressive  credentials and experience and has requested
that he serve as AmeriNet's vice president and chief financial officer, at least
for a term of one year; and

     Whereas,  Mr. Cantley is agreeable to serving as AmeriNet's  vice president
and chief financial officer on the terms and conditions hereinafter set forth:


     Now,  Therefore,  in consideration  of the mutual  promises,  covenants and
agreements hereby  exchanged,  as well as of the sum of Ten ($10.00) Dollars and
other good and  valuable  consideration,  the receipt  and  adequacy of which is
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

                                   Witnesseth:

                                   ARTICLE ONE
                       TERM, RENEWALS, EARLIER TERMINATION

1.1      Term.

         Subject to the provisions set forth herein,  the term of Mr.  Cantley's
employment  hereunder  shall be deemed to  commence  on  February  17,  2000 and
continue until June 30, 2001, unless extended or earlier  terminated by AmeriNet
as hereinafter set forth.

1.2      Renewals.

(A)      This Agreement shall be renewed automatically,  after expiration of the
         original term, on a continuing  annual basis,  unless the Party wishing
         not to renew this Agreement  provides  the  other  Party  with  written
         notice of its  election  not to renew  ("Termination  Election Notice")
         on or before the 60th day prior to termination of the then current term

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(B)      In the event of  renewal,  the  provisions  hereof  shall  continue  in
         effect, subject to date based adjustments.

1.3      Earlier Termination.

         AmeriNet shall have the right to terminate this Agreement  prior to the
expiration of its Term or of any renewals thereof,  subject to the provisions of
Section 1.4, for the following reasons:

(a)      For Cause:

         (1)      AmeriNet may  terminate Mr. Cantley's  employment  under  this
                  Agreement at any time for cause.

         (2)      Such termination shall be evidenced by written  notice thereof
                  to Mr.  Cantley,  which  notice  shall  specify  the cause for
                  termination.

         (3)      For purposes hereof, the term "cause" shall mean:

                  (A)      The  inability of Mr.  Cantley,  through  sickness or
                           other incapacity,  to discharge his duties under this
                           Agreement  for 21 or more  consecutive  days or for a
                           total  of 45 or  more  days  in a  period  of  twelve
                           consecutive months;

                  (B)      The  refusal  of Mr. Cantley to follow the directions
                           of AmeriNet's board of directors;

                  (C)      Dishonesty; theft; or conviction of a crime involving
                           moral turpitude;

                  (D)      Material   default   in   the   performance   of  his
                           obligations,  services or duties  required under this
                           Agreement or  materially  breach of any  provision of
                           this Agreement, which default or breach has continued
                           for five days after written notice of such default or
                           breach.

(b)      Discontinuance of Business:

         In the event that AmeriNet  discontinues  operating its business,  this
         Agreement  shall  terminate as of the last day of the month on which it
         ceases  operation with the same force and effect as if such last day of
         the month were originally set as the termination date hereof; provided,
         however,  that a  reorganization  of  AmeriNet  shall  not be  deemed a
         termination of its business.

(c)      Death:

         This Agreement  shall  terminate  immediately on Mr.  Cantley's  death;
however,  all accrued  compensation  at such time shall be promptly  paid to Mr.
Cantley's estate.

1.4      Final Settlement.

         Upon  termination  of this  Agreement and payment to Mr. Cantley of all
amounts due him hereunder,  Mr. Cantley or his representative  shall execute and
deliver to the terminating entity on a form prepared by the terminating  entity,
a receipt for such sums and a release of all  claims,  except such claims as may
have been

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submitted pursuant to the terms of this Agreement and which remain unpaid,  and,
shall forthwith tender to AmeriNet all records,  manuals and written procedures,
as may be desired by it for the continued conduct of its business.


                                   ARTICLE TWO
                               SCOPE OF EMPLOYMENT

2.1      Retention.

         AmeriNet hereby hires Mr. Cantley and Mr. Cantley  hereby  accepts such
employment, in  accordance  with  the  terms, provisions  and conditions of this
Agreement.

2.2      General Description of Duties.

(a)      Mr.  Cantley shall be employed as vice  president  and chief  financial
         officer of AmeriNet and shall  perform the duties  associated  with the
         position of vice president by AmeriNet's bylaws.

(b)      Without limiting the generality of the foregoing, Mr. Cantley shall:

         (1)      Be responsible for overseeing and directing the accounting and
                  reporting  functions of AmeriNet and its  subsidiaries and for
                  consolidating  the  financial  statements  of the Company.  To
                  review the  subsidiaries'  periodic  financial  statements for
                  compliance   with  Generally   Accepted   Account   Principals
                  Consistently   Applied   and  to   provide   information   for
                  adjustments where indicated.

         (2)      Be  responsible  for  assisting  AmeriNet's   subsidiaries  in
                  preparing  realistic  projections of income , expense and cash
                  flow and to  determine  timing  and  amounts  of funding to be
                  required by AmeriNet.

         (3)      Be  responsible  for  monitoring  the attainment by AmeriNet's
                  subsidiaries of their projections and keeping AmeriNet advised
                  of any substantial variances to the projections;

         (4)      Be responsible for supplying  required  financial  information
                  for periodic  reports  required by the SEC and to assist other
                  AmeriNet  personnel in the  preparation  and timely  filing of
                  said reports;

         (5)      Function as AmeriNet's  liaison between the Company's auditors
                  and the Company and its  subsidiaries  and to  facilitate  the
                  submission of financial information as required.

         (6)      Perform due diligence on all potential acquisition  candidates
                  to assure that their  financial  statements  are  complete and
                  accurate and prepared  according to GAAP on the accrual basis.
                  To assist AmeriNet's President and Directors in establishing a
                  valuation for acquisition candidates.

         (7)      Perform such other duties as are assigned to him by AmeriNet's
                  board of directors or president,  subject to  compliance  with
                  all applicable laws and fiduciary obligations.

(c)      Mr. Cantley  covenants and agrees to perform his  employment  duties in
         good faith and,  subject to the exception  specified in Section 2.4, to
         devote  substantially all of his business time,  energies and abilities
         to the proper and efficient management and execution of such duties.

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2.3      Status.

(a)      Mr.  Cantley shall serve as a member of AmeriNet's  board of directors,
         as an officer of AmeriNet and as an employee of AmeriNet but shall have
         no authority  to act as an agent  thereof,  or to bind  AmeriNet or its
         subsidiaries as a principal or agent thereof,  all such functions being
         reserved to its board of directors in compliance with the  requirements
         of its constituent documents.


(b)      Mr. Cantley hereby  covenants and agrees that he shall not hold himself
         out as an  authorized  agent  of  AmeriNet  unless  such  authority  is
         specifically  assigned to him, on a case by case basis, by its board of
         directors  pursuant  to a duly  adopted  resolution  which  remains  in
         effect.

(c)      Mr.  Cantley  hereby  represents  and  warrants to AmeriNet  that he is
         subject  to no legal,  self  regulatory  organization  (e.g.,  National
         Association  of  Securities  Dealers,   Inc.'s  bylaws)  or  regulatory
         impediments  to  the  provision  of the  services  called  for by  this
         Agreement,  or to  receipt  of the  compensation  called for under this
         Agreement  or  any  supplements   thereto;   and,  Mr.  Cantley  hereby
         irrevocably  covenants and agrees to immediately bring to the attention
         of AmeriNet any facts required to make the foregoing representation and
         warranty  continuingly  accurate throughout the term of this Agreement,
         or any supplements or extensions thereof.

2.4      Exclusivity.

         Mr.  Cantley  shall,  unless  specifically   otherwise   authorized  by
AmeriNet's board of directors, on a case by case basis, devote his business time
exclusively to the affairs of AmeriNet.

2.5      Limitations on Services

(a)      The Parties recognize that certain responsibilities and obligations are
         imposed  by federal  and state  securities  laws and by the  applicable
         rules and regulations of stock exchanges,  the National  Association of
         Securities  Dealers,  Inc.,  in-house "due  diligence" or  "compliance"
         departments  of  Licensed  Securities  Firms,  etc.;  accordingly,  Mr.
         Cantley agrees that he will not:

         (1)      Release any financial or other  material  information  or data
                  about AmeriNet  without the prior written consent and approval
                  of AmeriNet's General Counsel;

         (2)      Conduct any meetings with financial analysts without informing
                  AmeriNet's  General  Counsel and board of directors in advance
                  of the  proposed  meeting  and the  format  or  agenda of such
                  meeting.

(b)      In any circumstances  where Mr. Cantley is describing the securities of
         AmeriNet to a third party,  Mr.  Cantley shall  disclose to such person
         any  compensation  received from AmeriNet to the extent  required under
         any applicable laws,  including,  without limitation,  Section 17(b) of
         the Securities Act of 1933, as amended.

(c)      In rendering his services,  Mr. Cantley shall not disclose to any third
         party any confidential  non-public information furnished by AmeriNet or
         American Internet or otherwise obtained by it with respect to AmeriNet,
         except  on a  need  to  know  basis,  and  in  such  case,  subject  to
         appropriate  assurances  that  such  information  shall  not  be  used,
         directly  or  indirectly,  in any manner  that would  violate  state or
         federal prohibitions on insider trading of AmeriNet's securities.


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(d)      Mr.  Cantley shall not take any action which would in any way adversely
         affect the reputation, standing or prospects of AmeriNet or AmeriNet or
         which would cause AmeriNet to be in violation of applicable laws.


                                  ARTICLE THREE
                                  COMPENSATION

3.1      Compensation.

     As consideration  for Mr. Cantley's  services to AmeriNet Mr. Cantley shall
be entitled to:

(a)      (1)   A salary in an aggregate gross sum equal to $80,000 per year.

         (2)   Reimbursement for pre-approved expenses.

(b)      (1)   An option  pursuant  to  Section  422 et.  seq.  of the  Internal
               Revenue  Code of 1986,  as amended (the "Code") to purchase up to
               50,000  shares of  AmeriNet's  common  stock  during the 36 month
               period   commencing  at  the  end  of  the  365th  day  following
               commencement  of  the  initial  term  of  this  Agreement,  at an
               exercise  price equal to the last  reported  price paid  therefor
               reported  on the  over  the  counter  electronic  bulletin  board
               operated by the National Association of Securities Dealers, Inc.,
               a  Delaware   corporation   and  self   regulatory   organization
               registered  with the Commission  under the Exchange Act (the "OTC
               Bulletin Board" and the "NASD," respectively), provided that:

               1.   He  remains in the  employ of  AmeriNet  for a period of not
                    less than 365 consecutive days;

               2.   He has not been discharged by AmeriNet for cause;

               3.   He fully  complies with the  provisions  of this  Agreement,
                    including,   without  limitation,  the  confidentiality  and
                    non-competition sections hereof;

         (2)   Mr.   Cantley   hereby   represents,   warrants,   covenants  and
               acknowledges that:

                  (A)      The  securities  being issued as  compensation  under
                           this  Agreement  (the  "Securities")  will be  issued
                           without  registration under the provisions of Section
                           5 of the Securities Act or the securities  regulatory
                           laws and  regulations  of the State of  Florida  (the
                           "Florida  Act")   pursuant  to  exemptions   provided
                           pursuant  to Section  4(6) of the Act and  comparable
                           provisions of the Florida Act;

                  (B)      Mr.  Cantley shall be  responsible  for preparing and
                           filing any reports  concerning this  transaction with
                           the   Commission   and  with   Florida   Division  of
                           Securities,  and payment of any required  filing fees
                           (none being expected);

                  (C)      All of the Securities  will bear legends  restricting
                           their  transfer,  sale,  conveyance or  hypothecation
                           unless such  Securities are either  registered  under
                           the  provisions of Section 5 of the Act and under the
                           Florida Act, or an opinion of legal counsel,  in form
                           and  substance   satisfactory  to  legal  counsel  to
                           AmeriNet is provided to AmeriNet's General Counsel to
                           the effect that such  registration is not required as
                           a result of applicable exemptions therefrom;

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                  (D)      AmeriNet's  transfer agent shall be instructed not to
                           transfer  any of the  Securities  unless the  General
                           Counsel for AmeriNet advises it that such transfer is
                           in compliance with all applicable laws;

                  (E)      Mr.  Cantley  is acquiring the Securities for his own
                           account, for investment purposes only, and not with a
                           view to further sale or distribution; and

                  (F)      Mr. Cantley or his advisors have examined  AmeriNet's
                           books and records and  questioned  its  officers  and
                           directors as to such matters involving AmeriNet as he
                           deemed appropriate.

(c)      In addition to the compensation described above:

         (1)      In the event that Mr. Cantley arranges or provides funding for
                  the  Consolidated  Corporation on terms more  beneficial  than
                  those  reflected  in the  Consolidated  Corporation's  current
                  principal financing  agreements,  copies of which are included
                  among the Consolidated Corporation's records available through
                  the SEC's EDGAR web site,  Mr.  Cantley shall be entitled,  at
                  its election, to either:

                  (A)      A  fee  equal  to 5% of such savings, on a continuing
                           basis; or

                  (B)      If equity funding is provided  through Mr. Cantley or
                           any affiliates thereof, a discount of 5% from the bid
                           price for the subject equity securities,  if they are
                           issuable as free trading  securities,  or, a discount
                           of 25%  from the bid  price  for the  subject  equity
                           securities,   if  they  are  issuable  as  restricted
                           securities  (as  the  term  restricted  is  used  for
                           purposes of SEC Rule 144); and

                  (C)      If equity  funding is arranged  for the  Consolidated
                           Corporation  by  Mr.  Cantley  and  AmeriNet  is  not
                           obligated  to pay any other  source  compensation  in
                           conjunction   therewith,   other   than  the   normal
                           commissions  charged by broker  dealers in securities
                           in compliance with the compensation guidelines of the
                           NASD, the Mr. Cantley shall be entitled to a bonus in
                           a sum  equal  to 5%  of  the  net  proceeds  of  such
                           funding.

         (2)      In the  event  that Mr.  Cantley  generates  business  for the
                  Consolidated   Corporation,   then,  on  any  sales  resulting
                  therefrom, Mr. Cantley shall be entitled to a commission equal
                  to  5%  of  the  net  income   derived  by  the   Consolidated
                  Corporation therefrom, on a continuing basis.

3.2      Benefits

     Mr.  Cantley shall be entitled to any benefits  generally made available to
all other employees (rather than to a specified employee or group of employees).

3.3      Indemnification.

     AmeriNet  will defend,  indemnify  and hold Mr.  Cantley  harmless from all
liabilities,  suits,  judgments,  fines,  penalties or  disabilities,  including
expenses  associated   directly,   therewith  (e.g.  legal  fees,  court  costs,
investigative  costs,  witness fees, etc.) resulting from any reasonable actions
taken by him in good  faith  on  behalf  of the  Consolidated  Corporation,  its
affiliates  or for other  persons  or  entities  at the  request of the board of
directors  of  AmeriNet,  to  the  fullest  extent  legally  permitted,  and  in
conjunction therewith, shall assure that all required expenditures are made in a
manner making it unnecessary for Mr. Cantley to incur any out of

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pocket expenses;  provided, however, that Mr. Cantley permits AmeriNet to select
and supervise all personnel involved in such defense and that Mr. Cantley waives
any  conflicts  of  interest  that such  personnel  may have as a result of also
representing AmeriNet,  their stockholders or other personnel and agrees to hold
them harmless from any matters  involving  such  representation,  except such as
involve fraud or bad faith.


                                  ARTICLE FOUR
                                SPECIAL COVENANTS

4.1      Confidentiality.

(a)  Mr.  Cantley  acknowledges  that,  in and  as a  result  of his  employment
     hereunder,  he will be developing  for AmeriNet,  making use of,  acquiring
     and/or adding to, confidential information of special and unique nature and
     value  relating  to such  matters as  AmeriNet's  trade  secrets,  systems,
     procedures,  manuals, confidential reports, personnel resources,  strategic
     and tactical plans, advisors, clients, investors and funders; consequently,
     as material  inducement to the entry into this  Agreement by AmeriNet,  Mr.
     Cantley hereby covenants and agrees that he shall not, at anytime during or
     following the terms of his  employment  hereunder,  directly or indirectly,
     personally use,  divulge or disclose,  for any purpose  whatsoever,  any of
     such  confidential  information  which has been obtained by or disclosed to
     him as a result of his employment by AmeriNet, or AmeriNet's affiliates.

(b)  In the event of a breach or threatened  breach by Mr. Cantley of any of the
     provisions  of  this  Section  4.1,  AmeriNet,  in  addition  to and not in
     limitation of any other rights,  remedies or damages available to AmeriNet,
     whether at law or in equity, shall be entitled to a permanent injunction in
     order to prevent or to restrain any such breach by Mr.  Cantley,  or by Mr.
     Cantley's   partners,   agents,   representatives,   servants,   employers,
     employees,  affiliates  and/or any and all persons  directly or  indirectly
     acting for or with him.

4.2      Special Remedies.

     In view of the irreparable harm and damage which would undoubtedly occur to
AmeriNet as a result of a breach by Mr.  Cantley of the  covenants or agreements
contained in this Article Four, and in view of the lack of an adequate remedy at
law to protect  AmeriNet's  interests,  Mr. Cantley hereby  covenants and agrees
that  AmeriNet  shall have the following  additional  rights and remedies in the
event of a breach hereof:

(a)  Mr.  Cantley  hereby  consents to the  issuance  of a permanent  injunction
     enjoining him from any violations of the covenants set forth in Section 4.1
     hereof; and

(b)  Because it is impossible to ascertain or estimate the entire or exact cost,
     damage  or  injury  which  AmeriNet  may  sustain  prior  to the  effective
     enforcement of such injunction,  Mr. Cantley hereby covenants and agrees to
     pay over to AmeriNet, in the event he violates the covenants and agreements
     contained in Section 4.2 hereof, the greater of:

     (i)  Any  payment or  compensation  of any kind  received by him because of
          such violation before the issuance of such injunction, or

    (ii)  The sum of One Thousand  ($1,000.00) Dollars per violation,  which sum
          shall be  liquidated  damages,  and not a  penalty,  for the  injuries
          suffered by AmeriNet as a result of such violation, the Parties hereto
          agreeing  that  such  liquidated  damages  are  not  intended  as  the
          exclusive remedy available to AmeriNet for any breach of the covenants
          and agreements  contained in this Article Four,  prior to the issuance
          of such  injunction,  the Parties  recognizing  that the only adequate
          remedy to protect  AmeriNet  from the injury  caused by such  breaches
          would be injunctive relief.

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4.3      Cumulative Remedies.

     Mr.  Cantley  hereby  irrevocably  agrees that the  remedies  described  in
Section 4.3 hereof shall be in addition to, and not in limitation of, any of the
rights or remedies to which AmeriNet is or may be entitled to, whether at law or
in equity, under or pursuant to this Agreement.

4.4      Acknowledgment of Reasonableness.

     Mr.  Cantley  hereby  represents,  warrants  and  acknowledges  that he has
carefully read and  considered  the provisions of this Article Four and,  having
done so, agrees that the  restrictions  set forth herein are fair and reasonable
and are reasonably required for the protection of the interests of AmeriNet, its
officers, directors and other employees;  consequently, in the event that any of
the  above-described  restrictions  shall be held  unenforceable by any court of
competent  jurisdiction,  Mr. Cantley hereby covenants,  agrees and directs such
court to substitute a reasonable judicially  enforceable  limitation in place of
any limitation deemed unenforceable and, Mr. Cantley hereby covenants and agrees
that if so modified,  the  covenants  contained in this Article Four shall be as
fully  enforceable as if they had been set forth herein directly by the Parties.
In determining the nature of this limitation,  Mr. Cantley hereby  acknowledges,
covenants  and  agrees  that  it is the  intent  of  the  Parties  that a  court
adjudicating a dispute arising hereunder  recognize that the Parties desire that
this covenant not to compete be imposed and  maintained  to the greatest  extent
possible.

4.5      Unauthorized Acts.

     Mr.  Cantley  hereby  covenants  and agrees  that he will not do any act or
incur any  obligation  on behalf of AmeriNet  or  American  Internet of any kind
whatsoever,   except  as  authorized  by  its  board  of  directors  or  by  its
stockholders pursuant to duly adopted stockholder action.

4.6      Covenant not to Disparage

     Mr. Cantley hereby irrevocably covenants and agrees that during the term of
this  Agreement  and after its  termination,  he will  refrain  from  making any
remarks  that  could  be  construed  by  anyone,  under  any  circumstances,  as
disparaging,  directly  or  indirectly,  specifically,  through  innuendo  or by
inference,  whether or not true, about the Consolidated Company, its constituent
members,  or  their  officers,  directors,  stockholders,  employees,  agent  or
affiliates,  whether  related to the business of the  Consolidated  Company,  to
other business or financial matters or to personal matters.


                                  ARTICLE FIVE
                                  MISCELLANEOUS

5.1      Notices.

(a)      All  notices,  demands or other  communications  hereunder  shall be in
         writing,  and unless otherwise  provided,  shall be deemed to have been
         duly given on the first  business day after  mailing by  registered  or
         certified mail, return receipt requested, postage prepaid, addressed as
         follows:

                                 To Mr. Cantley:

                                David K. Cantley
              4197 Southwest Bayview Street; Stuart, Florida 34497
   Telephone (561) 221-8793; Facsimile (561) 781-7282; e-mail dkc1444@aol.com


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                                  To AmeriNet:
                            AmeriNet Group.com, Inc.
            The Crystal Corporate Center; 2500 North Military Trail,
                     Suite 225-C; Boca Raton, Florida 33431
Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com;
       Attention: Lawrence R. Van Etten, Interim President; with a copy to

                    George Franjola, Esquire; General Counsel
                            AmeriNet Group.com, Inc.
                   1941 Southeast 51st Terrace; Ocala, Florida
        34471 Telephone (352) 694-6661, Fax (352) 694-1325; and, e-mail,
                          tyclegal@atlantic.net; and to

                           The Yankee Companies, Inc.
            The Crystal Corporate Center; 2500 North Military Trail,
                      Suite 225; Boca Raton, Florida 33431
Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com;
                   Attention: Leonard Miles Tucker, President

         or such  other  address  or to such  other  person as any  Party  shall
         designate to the other for such purpose in the manner  hereinafter  set
         forth.

(b)      (1)      The  Parties  acknowledge  that  Yankees serves as a strategic
                  consultant  to  AmeriNet  and has acted as  scrivener  for the
                  Parties in this  transaction but that Yankees is neither a law
                  firm nor an agency subject to any  professional  regulation or
                  oversight.

         (2)      Because  of  the  inherent  conflict  of  interests  involved,
                  Yankees has  advised all of the Parties to retain  independent
                  legal and accounting  counsel to review this Agreement and its
                  exhibits and incorporated materials on their behalf.

(c)       The decision by any Party not to use the services of legal  counsel in
          conjunction with this  transaction  shall be solely at their own risk,
          each Party  acknowledging  that  applicable  rules of the  Florida Bar
          prevent  AmeriNet's  general counsel,  who has reviewed,  approved and
          caused  modifications on behalf of AmeriNet,  from representing anyone
          other than AmeriNet in this transaction.

5.2      Amendment.

(a)      No  modification,  waiver,  amendment,  discharge  or  change  of  this
         Agreement  shall be valid  unless the same is in writing  and signed by
         the Party against which the enforcement of said  modification,  waiver,
         amendment, discharge or change is sought.

(b)      This Agreement may not be modified without the consent of a majority in
         interest of AmeriNet's stockholders.

5.3      Merger.

(a)      This instrument contains all of  the  understandings  and agreements of
         the Parties with respect to the subject matter discussed herein.

(b)      All  prior  agreements  whether  written or oral, are merged herein and
         shall be of no force or effect.

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5.4      Survival.

         The several  representations,  warranties  and covenants of the Parties
contained  herein  shall  survive the  execution  hereof and shall be  effective
regardless of any investigation  that may have been made or may be made by or on
behalf of any Party.

5.5      Severability.

     If any provision or any portion of any provision of this Agreement,  or the
application  of  such  provision  or  any  portion  thereof  to  any  person  or
circumstance  shall be held invalid or unenforceable,  the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of  such  provision  or  portion  of  such  provision  as  is  held  invalid  or
unenforceable to persons or  circumstances  other than those to which it is held
invalid or unenforceable, shall not be effected thereby.

5.6      Governing Law and Venue.

     This Agreement  shall be construed in accordance with the laws of the State
of  Florida  but any  proceeding  arising  between  the  Parties  in any  matter
pertaining or related to this Agreement  shall, to the extent  permitted by law,
be held in Broward County, Florida.

5.7      Litigation.

(a)      In any action  between  the Parties to enforce any of the terms of this
         Agreement  or  any  other  matter  arising  from  this  Agreement,  the
         prevailing  Party shall be entitled to recover its costs and  expenses,
         including   reasonable   attorneys'   fees  up  to  and  including  all
         negotiations,   trials  and  appeals,  whether  or  not  litigation  is
         initiated.

(b)      In the  event of any  dispute  arising  under  this  Agreement,  or the
         negotiation  thereof or inducements  to enter into the  Agreement,  the
         dispute shall,  at the request of any Party,  be  exclusively  resolved
         through the following procedures:

         (1) (A)    First,  the issue shall be submitted  to mediation  before a
                    mediation service in Broward County, Florida, to be selected
                    by lot  from  six  alternatives  to be  provided,  three  by
                    AmeriNet and three by Mr. Cantley.

             (B)    The mediation efforts shall be concluded within ten business
                    days after their initiation  unless the Parties  unanimously
                    agree to an extended mediation period;

         (2)      In the event that  mediation  does not lead to a resolution of
                  the  dispute  then at the  request of any Party,  the  Parties
                  shall  submit the  dispute to  binding  arbitration  before an
                  arbitration  service located in Broward County,  Florida to be
                  selected by lot, from six  alternatives to be provided,  three
                  by AmeriNet and three by Mr. Cantley.

         (3) (A)    Expenses  of  mediation  shall  be  borne  by  AmeriNet,  if
                    successful.

             (B)    Expenses of mediation,  if  unsuccessful  and of arbitration
                    shall be borne by the  Party  or  Parties  against  whom the
                    arbitration decision is rendered.

             (C)    If the  terms  of the  arbitral  award  do not  establish  a
                    prevailing   Party,   then  the  expenses  of   unsuccessful
                    mediation  and  arbitration  shall be borne  equally  by the
                    Parties.


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5.8      Benefit of Agreement.

(a)      This  Agreement  may  not  be assigned by Mr. Cantley without the prior
         written consent of AmeriNet.

(b)      Subject to the restrictions on transferability and assignment contained
         herein,  the terms and  provisions of this  Agreement  shall be binding
         upon  and  inure  to the  benefit  of the  Parties,  their  successors,
         assigns, personal representative, estate, heirs and legatees.

5.9      Captions.

         The captions in this Agreement are for  convenience  and reference only
and in no way define,  describe,  extend or limit the scope of this Agreement or
the intent of any provisions hereof.

5.10     Number and Gender.

         All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

5.11     Further Assurances.

         The Parties  hereby agree to do,  execute,  acknowledge  and deliver or
cause to be done,  executed or acknowledged or delivered and to perform all such
acts and deliver all such deeds, assignments,  transfers, conveyances, powers of
attorney, assurances, recipes, records and other documents, as may, from time to
time, be required herein to effect the intent and purposes of this Agreement.

5.12     Status.

         Nothing in this  Agreement  shall be  construed  or shall  constitute a
partnership, joint venture, agency, or lessor-lessee relationship;  but, rather,
the relationship established hereby is that of employer-employee in AmeriNet.

5.13     Counterparts.

(a)      This Agreement may be executed in any number of counterparts.

(b)      Execution by exchange of facsimile transmission shall be deemed legally
         sufficient  to bind the  signatory;  however,  the Parties  shall,  for
         aesthetic  purposes,  prepare a fully executed original version of this
         Agreement,  which shall be the document  filed with the  Securities and
         Exchange Commission.

5.14     License.

(a)      This Agreement is the property  of  Yankees  and  the use hereof by the
         Parties is authorized hereby solely for purposes of this transaction.

(b)      The use of this form of  agreement or of any derivation thereof without
         Yankees' prior written permission is prohibited.

(c)      This Agreement shall not be more strictly interpreted against any Party
         as a result of its authorship.

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<PAGE>


     *            *              *              *                 *

     In Witness Whereof, the Parties have executed this Agreement,  effective as
of the * last date set forth below.

Signed, Sealed & Delivered
         In Our Presence
                                                               Mr. Cantley
--------------------------

__________________________                                /s/ David K. Cantley
                                                             David K. Cantley
Dated:   June 27, 2000

                                                     AmeriNet Group.com, Inc.
                                                     a Delaware corporation
--------------------------

__________________________                    By:      /s/ Lawrence R. Van Etten
                                        Lawrence R. Van Etten, Interim President
         {CORPORATE SEAL}
                                                Attest:  /s/ Vanessa H. Lindsey
                                                  Vanessa H. Lindsey, Secretary
Dated:   June 27, 2000
                                      154